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Great Elm Group, Inc. 7.25% Notes due 2027 (GEGGL)

Q2 2012 Earnings Call· Wed, Feb 1, 2012

$24.45

-0.11%

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Transcript

Operator

Operator

Good day, ladies and gentlemen, thank you for standing by. Welcome to Openwave’s Earnings Second Quarter 2012 Conference Call. [Operator Instructions] This conference is being recorded today, Wednesday, February, 1, 2012. I would now like to turn the conference over to Mr. Mike Bishop of Investor Relations. Please go ahead.

Mike Bishop

Analyst

Thank you, good afternoon and thank you for joining us today to discuss the results of Openwave Systems’ second quarter of fiscal year 2012. Joining me today from Redwood City are Mike Mulica, Chief Executive Officer and Anne Brennan, Chief Financial Officer. Before we discuss the results of the quarter, I want to remind everybody that we are operating under the rules of Regulation FD. The second quarter financial results press release was distributed at the close of market today, which includes a non-GAAP to GAAP reconciliation. And if you’ve not yet seen a copy, you can find one at our website at openwave.com. For your convenience, this call is being recorded and will be available for playback from our website for 3 months. Further, any remarks that may be made on this call or in our earnings press release about future expectations, plans or prospects for the company may constitute forward-looking statements for the purpose of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by the forward-looking statements as a result of various important factors. These factors include the specific risk factors discussed in the company’s press release that was distributed today and in the company’s filings with the SEC, including, but not limited to, the fiscal 2011 year-end results on Form 10-K, and any other reports subsequently filed with the SEC. We intend to make forward-looking statements based on management’s outlook as of today. We do not intend to update these statements until the release of Openwave’s next quarterly report and disclaim any obligation to do so prior to that time. We reserve the right to update the outlook for any reason during the quarter. I would like to note that during the discussion of the financial results, unless otherwise indicated, gross margin expense and earnings-related items are recorded on a non-GAAP basis, which excludes stock-based compensation, certain realized losses and impairments on investments, amortization of intangibles, restructuring expense, discontinued operations and any amounts related to unusual events. Please access our financial metrics summary that is available on the Investors section of openwave.com to review Openwave’s historical financial performance and reconciliation of the non-GAAP measures we report to the corresponding GAAP measures. And with that, I’d like to turn the call to Mike.

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

Thanks Mike and good afternoon, everyone. Thanks for joining with us to discuss the second quarter results. First, I'll give you a quick overview of the revenue from the quarter. The revenue for the first quarter was $36 million and we recorded bookings of $20.4 million. This was comprised entirely of the product bookings. There is a significant improvement from last quarter, $8.7 million in product bookings, non-GAAP EPS with a net loss of $0.06. On last quarter’s call, we highlighted 3 important priorities for the quarter. First was our focus on our IP initiative. Secondly, we needed to conduct an analysis of our product business to determine the strategy to move forward. Third, was to focus on cash conservations despite the low level of bookings last quarter. As you are probably aware with low bookings comes increased cash burn. I'm happy to report we arrived at quarter-end with satisfactory results on all fronts. During the last quarter, we executed a thorough analysis of our business in order to determine a course of action that would maximize the return to our shareholders. The company has made significant investments in mediation, messaging and location products and we believe they can beat the significant growth drivers over the years. However, we made the difficult decision that those products and our employees in those product groups will be most successful being part of a larger organization. Our strategy frees up resources to focus on intellectual property initiatives. One outcome of this analysis was the decision to divide the company into 3 business units: Mediation, Messaging, and Intellectual Property. This was designed to best evaluate each of these 3 pieces and to unencumber each unit for potential sale. As you have seen from our announcement on January 12, we made the strategic decision to…

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

Thank you, Mike, and good afternoon, everyone. In our second fiscal quarter, we have been actively working to drive the IP initiative forward, unencumber the product businesses to optimize them for sale and maintain our focus on cash conservation. We believe we have achieved our goals for the quarter. Overall for the quarter ended December 31, 2011, Openwave posted a GAAP net loss of $0.12 per share and a non-GAAP net loss of $0.06 per share. Reconciliations from GAAP to non-GAAP, profit or loss can be found in our press release and on our website. Revenue for the quarter was $35.9 million, a decrease of $16.5 million or 31.5% quarter-over-quarter. Patent revenues accounted for $15 million of the decrease compared to fiscal quarter 1. License revenue was $9.6 million, a decrease of $0.3 million from the prior quarter’s revenue. License revenue comprised 27% of total revenue. Maintenance and support revenue was $10.2 million, which was a decrease of $0.5 million or 4.4% sequentially from the prior quarter's revenue. Maintenance and support revenue comprised 28% total revenue. This decrease was primarily due to revenue catch up of $0.4 million in fiscal quarter 1 upon the receipt of appeal [ph] in that quarter. Services revenue was $16.1 million, a decrease of $0.7 million or 4.2% sequentially. This decrease was primarily due to fulfilling a third-party hardware order from a major North American carrier for approximately $4.7 million in fiscal quarter 1, partially offset by increases in revenue from a project, which had contractual changes in the quarter, causing the recognition of $3.5 million in revenue previously deferred. Services revenue comprised 45% of total revenue. In the December quarter 47% of revenue related to service mediation products, 35% related to messaging products and 19% related to other revenues. This compares to 35%, 23%…

Operator

Operator

[Operator Instructions] And our first question is from line of Scott Sutherland with Wedbush Securities.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Mike, I know you said in your prepared comments, you're not going to comment too much on the patents, but can you give a little more color on maybe the pool of potential companies that you might be talking to or where you are in that discussions with them and maybe an update on the Microsoft, is that other payments expected within the next year and any metrics around getting that?

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

Sure. So, I need to be a little careful about commenting on the process in general. What I can tell you is that we just received confirmation that we have signed and closed our first product group transaction here as we're sitting in the room. And so, we have just completed the sale of our location business to Persistent Systems. Persistent happens to have been our development partner for that part of our business over the course of years. And we completed that sale and closed it here during the day. I think it's a great example of the strategy that we put in place last quarter, moving past the dialogue into execution. And so, we have demonstrated the ability to be able to identify, sort of the likely buyers that are the best homes for our employees and our customer deployments and Persistent represents that class of company that we think we are going to find across the board for the rest of the portfolio. I'm really excited about the transaction and the representation of the strategy, but also as just a great outcome for the employees and for the customers. And while, we are not going to comment on what the actual terms of the transaction were at this time. I think in terms of insight to the process it should give you a great level of confidence that what we put in place from a strategy standpoint is moving into an execution mode.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

And could you comment on the Microsoft deal on the other part of the payment or are you just staying away from that?

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

There is no update at this point.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Okay. When you look at, obviously, congratulations on that one unit, so I think you look at a location, the messaging and service mediation units and this is one of the 3 then right that you sold?

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

That’s right.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Yes, can you describe whether this is as a profitable or non-profitable unit. I think you have mentioned in the past only the messaging was profitable?

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

I’ll let Anne take that question.

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

Yes, sure. Given that was a product line that was fairly mature. We had taken the decision quite some time ago to carefully monitor the course that was a net contributor to the operations of the business, Scott.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Okay. And lastly, when you look at your OpEx, where do you think your OpEx levels operate [ph] with its restructuring and as part of that how much of those costs will be the patent cost or the IP cost?

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

Sure, if we go back to restructuring that we announced in August, our target there was to be pretty close to 20. If you look now on the press release schedule, on the state of the P&L, we have actually broken out the IP costs, it gives you a much better idea of what the core businesses are in terms of OpEx and what the costs are surrounding the IP business. So, we are within that target range in terms of what I would call the core product businesses from an OpEx perspective. And in terms of costs for IP, last quarter we had part of the quarter costs there. This is our first quarter of costs for the IP business including the cost associated with the ITC case and they are close to $3 million. So, the future costs related to the IP business should be in and around that ballpark number of $3 million very slightly depending on where we are in the case and that cost associated with it.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Great. Just to confirm the IP costs are going to be $3 million to $4 million and other costs will be around $16 million to $17 million, correct?

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

Yes, marginally higher on the product business, so probably closer to $23 [ph] million, than $19 million, $20 million.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

I’m trying to understand it. The $20 million costs all in including the patent expenses? Or is it $19 million, $20 million, then another $3 million from the patent expenses?

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

You will see patent expense of $3 million and a variable number in the $18 million to $20 million range for the core businesses.

Scott Sutherland

Analyst · Scott Sutherland with Wedbush Securities

Okay. So, all in $21 million to $23 million?

Anne Brennan

Analyst · Scott Sutherland with Wedbush Securities

Yes.

Operator

Operator

Our next question is from the line of Charlie Anderson with Dougherty and Company.

Charlie Anderson

Analyst · Charlie Anderson with Dougherty and Company

So, just real quick on the location business. I think there was about $20 million top line business and it sounds like that was a slight net contributor, so should I peel off $20 million of OpEx annually from that business that kind of goes away, sort of post that transaction closing?

Anne Brennan

Analyst · Charlie Anderson with Dougherty and Company

In terms of the question, specifically around the location business and the OpEx savings?

Charlie Anderson

Analyst · Charlie Anderson with Dougherty and Company

Yes.

Anne Brennan

Analyst · Charlie Anderson with Dougherty and Company

No, 10% of the business is classified as Other. We have 3 buckets that we recognize the business in being Mediation, Messaging and Other. And the largest contributor there in the Other bucket is locations and it's a significant portion of that bucket of about 10% in the business. So, the OpEx is going to be a function of that number, so in terms of savings with regards to location in $0.5 million to $1 million range in terms of savings per quarter.

Charlie Anderson

Analyst · Charlie Anderson with Dougherty and Company

Okay, good. Just real quick on the burn rate of everything else that’s left. It looks like you burned about $12 million from ops, if I sort of look at the $15 million that you got in from the patent deal last quarter. So, just kind of thinking about burn rate from here. Is the right way to think about it, you did $20 million of bookings, you burned about $12 million from operations, so if you are not selling any other business units, you'd need about $30 million to break even in terms of cash of that quarter?

Anne Brennan

Analyst · Charlie Anderson with Dougherty and Company

Yes, let me just reiterate some of the earlier remarks. We quoted last quarter at close to $67 million, including this quarter at close to $70 million a net burn. And you are absolutely right Charlie; we had $15 million coming in with regards to the IP business. And so, the net burn for what we might refer to as the product businesses is $12 million. And what underpins that number, there is still a couple of known core product cash flows there with regards to risk. We still have some cash out pulling for risks based on the August announcement is no longer tailing some of those international payments. We got the lease of $3 million, which is ongoing that’s related to the release date. So, the core underlined burn in the business was somewhere close to $7 million. You will notice the last couple of quarters are looking something in sub-pay [ph] in last quarter and $22 million. There will be a continued burn in the business. I’d say obviously of an M&A event in the coming months. And so, the operational burn will be somewhere close to - we are managing somewhere close to that number, but there is puts and takes in any given quarter, so there is some variability to that operational burn.

Charlie Anderson

Analyst · Charlie Anderson with Dougherty and Company

Got it. And then, in terms of what you're selling still, the mediation piece and the messaging piece, what do you think are the most valuable assets of those 2 business units given that the bookings have been pretty depressed the last couple of quarters. Should I look at some sort of residual value off the maintenance and support off of that, or shall I look at the customer lists, where are we seeing that value derived from?

Michael Mulica

Analyst · Charlie Anderson with Dougherty and Company

Still, I think that there is - it's probably a multifaceted equation. I think you will have different perspectives that come from different buyers and so, some of the buyers are going to be financial buyers and some of the buyers are going to be strategic buyers. And they are all going to have a different point of view on how to arrive at what they think the value of that asset is in the context of their plans. And so, it’s as these things are, when you have a good process, it's pretty dynamic. And one of the things that we have tried to create is by unbundling the company into business units. The result of that was intended to deliver a larger community of buyers, because people could get the part of the portfolio that was most consistent with what they were looking for. And we are finding that to be the case. And so, time will tell, but early indications are that we are meeting a good market for the portfolio.

Operator

Operator

Our next question is from the line of Tom Roderick with Stifel Nicolaus.

Chris Koh

Analyst · Tom Roderick with Stifel Nicolaus

This is Chris Koh for Tom. So just a quick question on the products business, so when you look at this kind of $20 million bookings run rate for this quarter, was there any concentration in that number in terms of like a large deal. And in terms of congratulations on that first Juniper deal, in terms of what percentage of that number was kind of your newer products versus legacy?

Michael Mulica

Analyst · Tom Roderick with Stifel Nicolaus

I think that at a high level it was about 50-50 between both the messaging business and the mediation business. And from my standpoint, it didn't have that large deal that made it up. It was sort of a nice set of transactions that happened across the board. And the good news is that when you have that mix, it takes a level of execution that is real good. And so, the focus that the team got when they moved to an end-to-end model, really put people in the right place end-to-end to execute and there was a lot of good execution during the quarter.

Chris Koh

Analyst · Tom Roderick with Stifel Nicolaus

Great. So, as we go forward and kind of look at, okay, you obviously had a difficult quarter, last quarter, this quarter gets better. So, when you say, and you mentioned this in the press release that you feel like you’ve kind of optimized the products business for sales. Do you feel like you can continue to improve the performance off the $20 million that you did this quarter or do you feel like maybe that’s an appropriate run rate going forward?

Michael Mulica

Analyst · Tom Roderick with Stifel Nicolaus

So, we thought as you said, we saw great improvement from the previous quarter to the quarter that we are reporting on today. We are in the process of selling the product groups. Having said that, the business units are intact and they are designed to execute during the process. And so, there is a lot of focus in doubling down on that execution right now, so it is going to be a bit of a dynamic environment as we go through the quarter, but there is a high degree of focus on the products from an end-to-end standpoint and the R&D that the company put in place in the past is now starting to come to fruition. These new technologies both in message and in mediation are meeting a market. And so, it’s not just a function of reorganization to get focus, there is also a bit of an upswing in demand across the market for the types of things that we are offering. So, will it improve? Time will tell. I can tell you that we will be very focused on making sure that we don’t miss a beat.

Chris Koh

Analyst · Tom Roderick with Stifel Nicolaus

Great, glad to hear that. And then just a last one on the products and one quick one for Anne. So, when you look at kind of that media optimizer that I know has been a big focus for you guys over the last few quarters and you went to market with Juniper. Has there been any change in competitive environment, because I think pricing was an issue there. And has there been any like for some of the big networking guys, have they looked to maybe partner with other vendors to compete with you and Juniper?

Anne Brennan

Analyst · Tom Roderick with Stifel Nicolaus

We continue to see a relatively strong competitive environment. It’s a mixture of the smaller private competitors as well as network equipment manufacturers partnering, so both of those, Chris [ph]. In terms of how we view it, the Juniper dynamic obviously helps immeasurably in situations like that and perhaps opened up a competitive situations too that previously weren’t open to us. So, still fairly competitive scenes, a fairly broad set of competitors, but the partnership with Juniper is as you saw this quarter, we'll continue to see dividends.

Chris Koh

Analyst · Tom Roderick with Stifel Nicolaus

Okay and then just one more. This is the one that I meant for Anne, sorry if I confused you, but in terms of that 10% that you mentioned for the LBS business. So, is the $6 million in the Other line or roughly $6 million a quarter. Is it 10% of that or 10% of your overall revenue that you are talking about being the LBS business?

Anne Brennan

Analyst · Tom Roderick with Stifel Nicolaus

It generally varies by quarter, so generally about 10% of our overall business.

Chris Koh

Analyst · Tom Roderick with Stifel Nicolaus

Okay. So, in terms of, if you look at your revenue this quarter was $36 million, so the location business, the others I think it was about $6 million or $7 million I saw. So the location and I am assuming this is average quarter, so like an average it would be like $3.5 million?

Anne Brennan

Analyst · Tom Roderick with Stifel Nicolaus

Yes, somewhere in the $10 million to $3 million range and the variable there is any services that we deliver in the course of the quarter.

Operator

Operator

[Operator Instructions] Our next question is from the line of Scott Zeller from Needham & Company.

Scott Zeller

Analyst · Scott Zeller from Needham & Company

I wanted to see if there are any updates on the legal actions with RIM and Apple?

Michael Mulica

Analyst · Scott Zeller from Needham & Company

No updates at this point.

Scott Zeller

Analyst · Scott Zeller from Needham & Company

Should we expect anything in the next, if you could frame out like near term, medium term, should we be looking for anything?

Michael Mulica

Analyst · Scott Zeller from Needham & Company

The ITC cadence is a known cadence and it’s roughly an 18-month period and so, we are somewhere around a little better than 1/3 through that process. And we are very confident with the position that we are in and excited about continuing into the process.

Operator

Operator

[Operator Instructions] And there are no further questions at this time. I’d like to turn the call back over to management for closing remarks.

Michael Mulica

Analyst · Scott Sutherland with Wedbush Securities

Great. Thank you, everyone, for your questions. I’d like to thank you for joining the call. I believe Openwave has significant assets that we can capitalize including the intellectual property initiatives and we are moving forward urgently to maximize the value of these assets. Thanks again and I look forward to updating you on our progress.

Operator

Operator

Ladies and gentlemen, this concludes Openwave’s earnings second quarter 2012 conference call. If you’d like to listen to a replay of today’s conference, please dial 1-800-406-7325 or 303-590-3030 with the access code of 4505424. Thank you for your participation, you may now disconnect.